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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D) (1) OR 13(E) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
(FINAL AMENDMENT)
XIRCOM, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
ESR ACQUISITION CORPORATION
(OFFEROR)
A DIRECT WHOLLY-OWNED SUBSIDIARY OF
INTEL CORPORATION
(NAMES OF FILING PERSONS
(IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON))
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
983922105
(CUSIP NUMBER OF CLASS OF SECURITIES)
F. THOMAS DUNLAP, JR.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
INTEL CORPORATION
2200 MISSION COLLEGE BLVD.
SANTA CLARA, CALIFORNIA 95052-8119
(408) 765-8080
COPY TO:
RICHARD S. MILLARD, ESQ.
WEIL, GOTSHAL & MANGES LLP
2882 SAND HILL ROAD, SUITE 280
MENLO PARK, CALIFORNIA 94025
(650) 926-6200
(NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$701,317,550 $140,264
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* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of 29,921,232 shares of common stock, par value
$0.001 per share (the "Common Stock"), of Xircom, Inc. outstanding as of
January 12, 2001 (less 1,868,530 shares of Common Stock owned by the parent
corporation of the Offeror), at a price per share of $25.00 in cash. The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction value.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $140,264 Filing Party: Intel Corporation
Form or Registration No.: Schedule TO - T Date Filed: January 29, 2001
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer:
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [X]
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SCHEDULE 13D
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CUSIP No. 983922105
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1. NAME OF PERSON INTEL CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-1672743
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2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7. SOLE VOTING POWER 27,343,805
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER 27,343,805
PERSON WITH
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 27,343,805
REPORTING PERSON
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.7%
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14. TYPE OF PERSON REPORTING CO
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3
SCHEDULE 13D
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CUSIP No. 983922105
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1. NAME OF PERSON ESR ACQUISITION CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7. SOLE VOTING POWER 27,343,805
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER 27,343,805
PERSON WITH
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 27,343,805
REPORTING PERSON
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.7%
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14. TYPE OF PERSON REPORTING CO
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4
AMENDMENT NO. 6 TO
SCHEDULE TO
This Amendment No. 6 amends and supplements the Tender Offer Statement on
Schedule TO ("Schedule TO") filed on January 29, 2001, as amended and
supplemented by Amendment No. 1 filed with the SEC on February 8, 2001,
Amendment No. 2 filed with the SEC on March 1, 2001, Amendment No. 3 filed with
the SEC on March 2, 2001, Amendment No. 4 filed with the SEC on March 5, 2001
and Amendment No. 5 filed with the SEC on March 6, 2001, relating to the offer
by ESR Acquisition Corporation, a Delaware corporation ("Purchaser") and direct
wholly-owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"),
to purchase all of the outstanding shares (the "Shares") of common stock, par
value $0.001 per share, of Xircom, Inc., a California corporation (the
"Company"), at a purchase price of $25 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated January 29, 2001 (the "Offer to Purchase"), and
in the related Letter of Transmittal (which, together with any supplements or
amendments, collectively constitute the "Offer"), Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the Offer
to Purchase.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 8 of the Schedule TO is hereby amended and supplemented by including
the following:
The Offer expired at 5:00 p.m., New York City time, on Wednesday,
March 7, 2001. Following the expiration of the Offer, Purchaser accepted
for payment all Shares validly tendered pursuant to the Offer. Purchaser
was informed by the Depositary that the Shares tendered, together with the
Shares already owned by Intel, totaled 27,343,805, representing
approximately 91% of the outstanding Shares. These Shares, together with
2,264,879 Shares subject to notices of guaranteed delivery, represent
approximately 98% of the outstanding Shares.
Pursuant to the Agreement and Plan of Merger, dated January 15, 2001,
among Intel, Purchaser and the Company, Purchaser intends to cause the
Merger to become effective as soon as practicable. In connection with the
Merger, each Share issued and outstanding immediately prior to the
Effective Time held by the shareholders (other than Shares held in the
Company's treasury, Shares held by shareholders perfecting dissenters'
rights, if any, and Shares held by Intel, Purchaser or any other subsidiary
of Intel) will be canceled and converted automatically into the right to
receive $25 in cash.
ITEM 12. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1)(A) Offer to Purchase, dated January 29, 2001.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Form of letter from D.F. King & Co., Inc. to Brokers,
Dealers, Commercial Banks, Trust Companies and Nominees.*
(a)(1)(E) Form of letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(1)(G) Joint Press release issued by Intel Corporation and Xircom,
Inc. on January 15, 2001, announcing the commencement of the
Offer (incorporated by reference to the Schedule TO-C filed
by Intel and Purchaser on January 16, 2001).
(a)(1)(H) Summary Advertisement appearing in the Wall Street Journal
on January 29, 2001.*
(a)(1)(I) Press Release issued by Intel Corporation on March 1, 2001
announcing the clearance of certain regulatory
requirements.*
(a)(1)(J) Q & A prepared by Intel Corporation on March 1, 2001.*
1
5
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1)(K) Press Release issued by Intel Corporation on March 2, 2001
announcing the satisfaction of certain financial
conditions.*
(a)(1)(L) Press Release issued by Intel Corporation on March 5, 2001
announcing the extension of the Offer.*
(a)(1)(M) Q & A prepared by Intel Corporation on March 5, 2001.*
(a)(1)(N) Revised Q & A prepared by Intel Corporation on March 6,
2001.*
(a)(1)(O) Press Release issued by Intel Corporation on March 8, 2001
announcing the results of the Offer.+
(b) Not Applicable.
(d)(1) Agreement and Plan of Merger, dated January 15, 2001, by and
among Intel Corporation, ESR Acquisition Corporation and
Xircom, Inc. (incorporated by reference to Amendment No. 2
to Intel's Schedule 13D filed on January 22, 2001).
(d)(2) Stock Option Agreement, dated January 15, 2001, by and
between Intel Corporation and Xircom, Inc. (incorporated by
reference to Amendment No. 2 to Intel's Schedule 13D filed
on January 22, 2001).
(d)(3) Tender and Voting Agreement, dated January 15, 2001, by and
among Intel Corporation, ESR Acquisition Corporation and
Dirk Gates.*
(d)(4) Non-Competition Agreement, dated January 15, 2001, by and
among Intel, Xircom, Inc. and Dirk Gates.*
(d)(5) Employment Agreement, dated January 15, 2001, between Intel
Corporation and Dirk Gates.*
(d)(6) Employment Agreement, dated January 15, 2001, between Intel
Corporation and Sam Bass.*
(d)(7) Employment Agreement, dated January 15, 2001, between Intel
Corporation and Steven DeGennaro.*
(d)(8) Employment Agreement, dated January 15, 2001, between Intel
Corporation and Marc Devis.*
(d)(9) Employment Agreement, dated January 15, 2001, between Intel
Corporation and Jeffery Tang.*
(d)(10) Employment Agreement, dated January 15, 2001, between Intel
Corporation and Boguslaw Piekarski.*
(d)(11) Employment Agreement, dated January 15, 2001, between Intel
Corporation and Mick Conley.*
(d)(12) Corporate Non-Disclosure Agreement, dated August 1, 1991,
between Intel Corporation and Xircom, Inc.*
(d)(13) Confidential Information Transmittal Record dated October
30, 2000.*
(d)(14) Confidential Information Transmittal Record dated December
19, 2000.*
(d)(15) Letter, dated January 26, 2001, among Intel Corporation, ESR
Acquisition Corporation and Xircom, Inc., extending the
initial expiration date to March 2, 2001.*
(d)(16) Investor Rights Agreement, dated February 28, 1997, between
Xircom, Inc. and Intel Corporation (incorporated by
reference to Intel's Schedule 13D filed on March 10, 1997).
(g) Not applicable.
(h) Not applicable.
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* Previously filed.
+ Filed herewith.
2
6
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
ESR ACQUISITION CORPORATION
By: /s/ SUZAN A. MILLER
------------------------------------
Name: Suzan A. Miller
Title: President
INTEL CORPORATION
By: /s/ F. THOMAS DUNLAP, JR.
------------------------------------
Name: F. Thomas Dunlap, Jr.
Title: Senior Vice President, General
Counsel and Secretary
Dated: March 8, 2001
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1)(A) Offer to Purchase, dated January 29, 2001.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Form of letter from D.F. King & Co., Inc. to Brokers,
Dealers, Commercial Banks, Trust Companies and Nominees.*
(a)(1)(E) Form of letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(1)(G) Joint Press release issued by Intel Corporation and Xircom,
Inc. on January 15, 2001, announcing the commencement of the
Offer (incorporated by reference to the Schedule TO-C filed
by Intel and Purchaser on January 16, 2001).
(a)(1)(H) Summary Advertisement appearing in the Wall Street Journal
on January 29, 2001.*
(a)(1)(I) Press Release issued by Intel Corporation on March 1, 2001
announcing the clearance of certain regulatory
requirements.*
(a)(1)(J) Q & A prepared by Intel Corporation on March 1, 2001.*
(a)(1)(K) Press Release issued by Intel Corporation on March 2, 2001
announcing the satisfaction of certain financial
conditions.*
(a)(1)(L) Press Release issued by Intel Corporation on March 5, 2001
announcing the extension of the Offer.*
(a)(1)(M) Q & A prepared by Intel Corporation on March 5, 2001.*
(a)(1)(N) Revised Q & A prepared by Intel Corporation on March 6,
2001.*
(a)(1)(O) Press Release issued by Intel Corporation on March 8, 2001
announcing the results of the Offer.+
(b) Not Applicable.
(d)(1) Agreement and Plan of Merger, dated January 15, 2001, by and
among Intel Corporation, ESR Acquisition Corporation and
Xircom, Inc. (incorporated by reference to Amendment No. 2
to Intel's Schedule 13D filed on January 22, 2001).
(d)(2) Stock Option Agreement, dated January 15, 2001, by and
between Intel Corporation and Xircom, Inc. (incorporated by
reference to Amendment No. 2 to Intel's Schedule 13D filed
on January 22, 2001).
(d)(3) Tender and Voting Agreement, dated January 15, 2001, by and
among Intel Corporation, ESR Acquisition Corporation and
Dirk Gates.*
(d)(4) Non-Competition Agreement, dated January 15, 2001, by and
among Intel, Xircom, Inc. and Dirk Gates.*
(d)(5) Employment Agreement, dated January 15, 2001, between Intel
Corporation and Dirk Gates.*
(d)(6) Employment Agreement, dated January 15, 2001, between Intel
Corporation and Sam Bass.*
(d)(7) Employment Agreement, dated January 15, 2001, between Intel
Corporation and Steven DeGennaro.*
(d)(8) Employment Agreement, dated January 15, 2001, between Intel
Corporation and Marc Devis.*
(d)(9) Employment Agreement, dated January 15, 2001, between Intel
Corporation and Jeffery Tang.*
(d)(10) Employment Agreement, dated January 15, 2001, between Intel
Corporation and Boguslaw Piekarski.*
(d)(11) Employment Agreement, dated January 15, 2001, between Intel
Corporation and Mick Conley.*
8
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(d)(12) Corporate Non-Disclosure Agreement, dated August 1, 1991,
between Intel Corporation and Xircom, Inc.*
(d)(13) Confidential Information Transmittal Record dated October
30, 2000.*
(d)(14) Confidential Information Transmittal Record dated December
19, 2000.*
(d)(15) Letter, dated January 26, 2001, among Intel Corporation, ESR
Acquisition Corporation and Xircom, Inc., extending the
initial expiration date to March 2, 2001.*
(d)(16) Investor Rights Agreement, dated February 28, 1997, between
Xircom, Inc. and Intel Corporation (incorporated by
reference to Intel's Schedule 13D filed on March 10, 1997).
(g) Not applicable.
(h) Not applicable.
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* Previously filed.
+ Filed herewith.